Airachnid's Misadventures
by theomegastorm
Summary: Airachnid made enemies of everyone. Something she regrets as she gets into a series of sticky situations. Emphasis on sticky.
1. Chapter 1

This is a standalone in-universe with my previous Prime stories. A later chapter may be enjoyed more if my previous story, Teaching the Young Mechs, has been read, although it is not a necessity.

**Warnings: Sticky. Tentacles. Rape.**

**Chapter 1: Beginning of the End.**

Airachnid paced down the bridge of the Nemesis as she addressed the rows of vehicons.

"Fellow Decepticons" She began. "While our loyalty to Lord Megatron's command has always remained stead fast, our leader's recent behavior has been questionable at best, and it seems as though Earth has become nothing short of a failed experiment." She stated as she gestured towards a monitor showing the flaming Volcano where Megatron had mined Dark Energon.

"Commander Airachnid." Came Knockout's Voice. "You're not suggesting that we abandon Lord Megatron?"

Airachnid turned to the Decepticon's communications officer, busily working at his computer. "Despite Soundwave's efforts, we have been unable to detect our master's signal" Airachnid continued. "Megatron is either permanently offline, or in the thrall of Unicron."

She began walking down the bridge again. "Neither are in the best interests of the Decepticons. So I am deeming an exodus to be the most prudent course of action." Looking at the Vehicons, she snarled. "Unless anyone has a problem with that."

The Vehicons all looked at each other. Nobody was willing to challenge her. Airachnid's smirk grew. Finally, she had command, all thanks to Megatron's idiocy.

"Set course for Regulon IV." She commanded, as she turned to the front of the bridge.

Shock filled Airachnid as she saw Soundwave stepping into her path, defiantly.

"You have something to say Soundwave" She mockingly inquired. Soundwave just stood there.

Airachnid changed to her spider/drill mode. She was not going to let anyone defy her. "I am in command of this vessel. You will resume your post."

Soundwave continued to ignore her orders. Airachnid's grew impatient. "Step aside!" She said sternly.

Airachnid lunged at Soundwave, lashing at him with her spider legs. Soundwave raised his arms, quickly moving o block each strike. He then thrust his hand forwards, gripping her shoulder. He raised Airachnid off her ground. He threw her back to where she started.

Airachnid growled. "I'll tear out your spark for that!" She yelled, eying his spark chamber.

Airachnid's snare turned to surprise as she saw the absence of Laserbeak from Soundwave's chest. She hissed as she looked around, desperately searching for sight of it. She spotted it in the air just as it fired upon her. She leaped out of the way of the first blast, only for the second to hit her midair.

Airachnid crashed to the ground, before Soundwave. She tried to get up, but he stomped his foot down on her. Laserbeak flew down, reattaching to his chest.

"I yield" Airachnid begrudgingly announced.

Soundwave however, was not finished with her. He sent out his tentacles. They grabbed Airachnid lifting her onto her knees. The tentacles then wrapped around Airachnid's arms and held them behind her back. Soundwave reached out with his hands grasped Airachnid's chest cover

"What are you doing?!" She yelled.

With a hard tug, Soundwave ripped the cover from her, exposing Airachnid's pair of very large, round breasts. Airachnid tried to fight back but was unable to break free of Soundwave's tentacles as he presumably ogled her sizable breasts behind his mask.

Laserbeak deployed from Soundwave's chest. It hovered to one side of them, transmitting the scene to all the monitors of the bridge. Airachnid hoped it was just the bridge. The females of the bridge crew, typical of Decepticons, all felt jealous that Airachnid's breasts were noticeably larger than any of them. However, what they felt was nothing compared to the humiliation Airachnid felt, exposed in front of the entire bridge crew, the males all staring at her.

Soundwave placed his hands on her breasts and began to massage them. She gasped as he rolled her nipples between his fingers. Airachnid was shocked Soundwave was doing this. Even worse was that it actually felt good. She cursed her body. Soundwave was massaging her breasts with surprising skill. However, worst of all was not being able to tell if he was just doing this as Decepticon justice or if he was enjoying it.

Soundwave lay Airachnid on the ground, facing the floor. She almost felt disappointed he stopped his heavenly treatment of her breasts. Disappointment then turned to dread as he removed her rear cover, revealing her big, puffy ass cheeks. Airachnid feared how far Soundwave was going to take this. She felt Soundwave's hands on her ass cheeks as he began to feel them up. He did so with as much skill as he did her breasts, making her wish they was as sensitive.

When Soundwave stopped, Airachnid heard an odd click. The bridge crew gasped and Airachnid had a feeling she knew what they saw. Soon, she felt something long, warm and hard press between her cheeks. No doubt Soundwave's interface rod. Airachnid was a little surprised. There were several recordings of Soundwave "interrogating" prisoners, every time with his tentacles. Airachnid had wondered if he even had a proper rod. She now wondered why he revealed it for her.

It was the males' turn to feel jealous as Soundwave had a rod several times bigger than even the most well hung of them. They were especially shocked, in disbelief in fact, that Soundwave's transfluid sack was so unbelievably massive.

Airachnid was infuriated that Soundwave was publicly sandwiching his mechhood between her ass cheeks. She felt Soundwave begin to thrust between them. She struggled again to get away from him but his tentacles held her in place. She began kicking at him, trying her hardest to reach him as he knelt over her midsection. Soundwave ignored her attempts, continuing to thrust his hard pole between her soft cheeks.

After a few moments, Airachnid started kicking her legs back far enough to hit Soundwave in his back. After taking several kicks, he got off her. Instead, he lifted her up, ito the air. Airachnid moved her legs outwards, continuing her attempts at kicking him.

Soundwave let go of an arm, using the tentacle to grab one of Airachnid's legs, wrapping around it. Airachnid struggled to keep it way from her other leg, grabbing the tentacle. It easily escaped her grip and wrapped around her other leg. Soundwave then lowered her back to the ground.

When he turned her around, Airachnid finally got a good look at Soundwave's amazingly large interface. Airachnid, having only been with females, had never seen an erect interface pole. Feeling curiosity get the better of her, as well as a hint of lust for the magnificent pole, Airachnid willingly reached out with her free arm and wrapped her hand around it. She began to stroke it, getting a good feel of it. She watched as after a moment, pretransfluid started to seep out the tip.

Soundwave started to pull Airachnid closer, obviously wanting her to take his mechhood into her mouth. There was no way she was going to do that. She wasn't going to let him take this any further. Airachnid thrust two legs of her inactive spider mode towards him, attempting to strike him with the claws on ends. Soundwave suddenly sent an electrical charge down his tentacles, electrocuting Airachnid. She screamed as he did this. Airachnid drooped down when it stopped. It was just a short shock. But it was not just to stop her. He was killing Airachnid's resolve.

Airachnid realized there was no way to stop Soundwave. She sighed as he began pulling her closer with his tentacles. Airachnid adjusted her head's position on her own, letting Soundwave guide her onto the tip of his mechhood. She could taste his pretansfluid. It was not good taste. The treacherous fem began to suck on the large head.

Soundwave stood there as Airachnid sucked on his interface rod. Even when someone was sucking him off, he showed no emotion. Airachnid had no idea if he was pleased or not. She was hoping not. She tried to put herself into the mindset that she was experimenting interfacing with mechs. It did little to stop the humiliation of the entire bridge crew watching her do it.

Airachnid could hear clicks of covers being removed as slowly the bridge crew started to pleasure each other as they watched the show. Some fems began to moan as some mech ate out their ports. Some mechs began to groan as some fems began to suck them off. None them were paying attention to each other. Airachnid heard Soundwave's monitor blip and looked up to see a picture of her breasts.

"Fine, do whatever with them." Airachnid said, pretending to not understand he wanted her to use them on him.

Soundwave knew she wasn't stupid enough to think he was asking permission to touch her. Obviously she was pretending. As punishment, he placed a hand on her head and slowly forced himself down her throat. Airachnid gagged as Soundwave's thick tip squeezed against vital circuitry as it made it's way down her throat, followed by his long stalk.

Aiandnid gagged as Soundwave fragged her throat. Thrusting his hips back and forth as he choked Airachnid with his length. "MMMMMPH!" Airachnid gagged, trying to agree to rub her tits against his rod. However her chance had passed and Soundwave was now only interested in squeezing his rod further and further down her tight throat.

Airachnid's eyes rolled to the back of her head as she began to feel tired, Soundwave wasn't letting up on his attack on her vital cirticts and it was putting her into stasis lock. She gagged as Soundwave continued to thrust. As he got caught up in the moment, Soundwave considered releasing his load now, even if Airachnid would choke to death. The idea of killing a traitor by interfacing was a thought he liked a lot.

Soundwave pulled his rod out, deciding against it. His pole dripping with her fluids, Soundwave let go of Airachnid who collapsed onto the ground , barely able to stay on her hands and knees as she couched up his pretransfluid. Soundwave knew that between the humiliation, defiling, electrocution and choking, Airachnid's spirit was crushed. At least for the moment. Long enough to have some fun without having to restrain her.

Before she had chance to gather herself, Soundwave raised Airachnid onto her feet with his tentacles. The entire bridge stopped what they were doing to each other as Soundwave positioned himself behind Airachnid who was barely able to hold herself up. With mass displacement, he changed the size of his pole to make sure he could get all the way in. Every member of the bridge crew readied themselves for a full on frag. Most fems either about to straddle a mech below them or readying themselves to be double penetrated. Then, with one thrust, Soundwave initiated a loud chain of moans as the entire bridge crew penetrated or was penetrated. However nobody's moan was as loud as Airachnid's as she took in the entirety of Soundwave's unmatched length inside her.

The entire bridge crew began to grunt and groan, moan and gasp as everyone fragged each other. Airachnid cried out loudly as Soundwave began forcing his long length in and out of his unwilling partner. He moved with speed, not letting Airachnid have any time to adjust. Airachnid could feel his long pole probing far into her. He was massive. Too massive. She couldn't cope with such a large pole moving inside her.

Airachnid suddenly saw one of Soundwave's tentacles fly in front of her face. The tip transformed to become a rather sizable interface tip. Her will totally crushed, and feeling lustful, Airachnid was about to open her mouth to let it in but suddenly felt his other tentacle push into her exhaust. She let out a scream and Soundwave pushed the one in her face into her mouth.

As Soundwave fragged both her port and exhaust simultaneously, Airachnid's moans were barely quieted by the tentacle in her mouth as the double penetration caused her to cry out louder than she knew she could.

Once Airachnid was used to the sensation, she began feeling overwhelmed by pleasure. She willingly sucked on Soundwave's tentacle, circling her tongue around the thick head. She pulled it out and flicked the tip with her tongue. Everyone was so busy fragging each other, nobody but Airachnid noticed Soundwave shudder as Airachnid ran her tongue over his sensitive tip.

Happy with her efforts, Soundwave moved his hands over to her large breasts. He began to massage them again, making sure to also have her nipples under his thumb or between his fingers at all times.

"OH YES!" Airachnid cried out as he pleasured breasts.

Airachnid started to forget she was being fragged against her will, publicly, as Soundwave fragged her port, exhaust, face and rubbed her tits all at the same time. The amounts of pleasure was incredible. She started feeling her overload building up deep inside her.

Airachnid suddenly realized if she was about to overload, so was Soundwave. Her will destroyed, Airachnid wouldn't care about being defiled but the idea of being impregnated by Soundwave struck her with fear.

Airachnid looked up at the monitors displaying the video from Laserbeak. Airachnid could see Soundwave's massive sack beginning to retract. Soundwave began thrusting harder and faster into Airachnid. It became hard to think about anything but him fragging her nearly every way possible. Airachnid began concentrating on her breasts being pleasured so skillfully. Almost every last bit of conscious thought gone. Airachnid returned to sucking on his tenticle as well a s she could as she enjoyed Soundwave moving within her. It began pushing into her throat. Not nearly as thick as his actual rod, it was quite a bit easier to take it in.

Airachnid started to hear members of the bridge crew cry out as they overloaded, fems squirting their fluids on the mech's rods as the mechs shot their transfluids. Airachnid was amazed as all the fems took the mechs' seed in their ports. At least half of them willingly. Airachnid watched as they cried out in bliss as their insides were filled with the essence of mechs they likely had no emotional attachment to.

Airachnid could feel her overload about to crash down upon her. She felt Soundwave's pole growing further inside her as he got close to climax, stretching her more. Meanwhile, her port squeezed him tighter. Airachnid tried to concentrated on the pleasure as she shrieked, exploding into climax. Airachnid's fluids rocketing onto Soundwave's rod as she wailed in bliss.

Soundwave jerked Airachnid into an almost upright position, squeezing her breasts and didn't make a noise as his tenticles simultaneously overloaded, filling Airachnid's throat and exhaust with his essence. He continued to hold out his main overload, his rod pulsing, on the verge of screamed as her overload was intensified by Soundwave's transfluid shooting into her. It was so sticky and burning hot. Soundwave quickly filled Airachnid's throat with his transfluid, which began seeping out her mouth. He pulled the tentacle out and began covering Airachnid's face and tits with his transfluids.

Airachnid's overload began to die down and ability to think returned. She began to worry as Soundwave was on the verge of overload. Surely he wouldn't. Airachnid knew he wouldn't. But he didn't stop thrusting. Soundwave was only a second away from overload. He pulled his rod out just as he exploded into overload. Airachnid fell to the ground as he let go of her. His head fell back, still silent, as he stroked himself hard, releasing his seed all over Airachnid, drenching her delicious backside with it. There was no was way he was going to risk a traitor giving birth to his offspring.

Soundwave looked down and watched as his seed splashed against the top of her back, slowly running down her thin back, then trickling between her puffy ass cheeks. After several moments, his pumping efforts ceased yielding seed. He walked off, leaving Airachnid lying in the puddle of mechfluid his pole and two tentacles had left, in the aftermath of the most powerful overload Airachnid ever had. Soundwave didn't bother reattaching his cover as he returned to his computer, waiting for his hard on to begin slowly fading, having released his seed. The fems of the bridge crew catching last glances of his pole while they could.

Airachnid lay limp on the ground, too weak to do anything but enjoy the warmth of Soundwave's transfluid on her face, tits and back. She let out a small, satisfied moan as his seed flowed out of her exhaust, running down to her port which Soundwave had filled with more pretransfluid than a regular mech would shoot in climax.

On the verge of unconsciousness, Airachnid's sleepy mind forgot all about the Decepticons watching her. Instead, thought about how relaxed she felt. She had never had such a good overload in her life.


	2. Chapter 2

**Warnings: Sticky. Tentacles. Rape.**

**Chapter 2****: Imprisonment.**

Airachnid walked down the hallway of the Nemesis. It had been over ten months since her attempt to seize command of the Nemesis, although a lot less time had passed since her punishment had ended. She had been kept in the brig for eight of those months. She still remembered her first, horrible night in there. She thought back to it.

Airachnid lay in her cell, locked away in the brig. Her eye's were dull, no power going to the offlined censors. Her consciousness long slipped away, she was, essentially, asleep. Airachnid, however, was not still. Her body tossed and turned for it was in battle. Her mind controlled all her body functions and like Cybertronian reproduction is much different to humans', the Cybertronian mind was different, for the connection between mind and body, for Cybertronians, allowed the body's actions to seep into he subconscious and vice versa.

Airachnid's body was invaded by Soundwave's pretransfluid. Soundwave had put out more pretranslfuid while interfacing than the translfuid an average mech would shoot in climax. His pretranslfuid was also carried more spark energy than an average's mech's ordinary transfluid. So Airachnid was indeed, at risk of being impregnated.

In her mind, Airachnid's dreams visualized what was happening inside her body. Soundwave's transfluid reach the end of her port where the spark energy it carried left the liquid and headed towards Airachnid's spark. Airachnid's determination not to get pregnant, however, was far greater than any other Cybertronian alive and it fueled her battle against Soundwave's spark energy.

As Soundwave's spark energy reached Airachnid's spark, the spark worked hard to fight off the foreign energy. The energy completely encircled Airachnid's spark and the dream became less clear as it tried to force it's way in. Airachnid's spark held strong as the Soundwave's energy tried to find it's way in. As the spark and energy battled, soon Airachnid's dream couldn't tell what was her spark and what was Soundwave's energy. As the battle became less clear, soon it became apparent Soundwave was winning. Airachnid panicked as his energy merged with her spark.

Airachnid's optics onlined and she sat up. She looked down at her belly in horror as it started to bulge as a second spark chamber formed with a new spark in it. The spark of Soundwave's offspring.

"NO!" Airachnid cried, running her hand over her now pregnant belly,

Airachnid's optics onlined and she sat up. She looked down to her belly and saw it was not bulging. She wasn't pregnant. Airachnid was relieved as realized that after the dream became less clear, it must have become fiction. Fiction based off of her fear.

In the present, Airachnid wandered through the Nemesis. She had nowhere to go. In all the time she had been freed from the brig, she hadn't been assigned to any mission. It had gotten to the point where she often wouldn't turn up on the bridge and nobody seemed to care. It had become clear that whatever trust Megatron previously had for the former rogue was now gone. As well as any respect. The brig was nothing compared to what Megatron decided next. She thought back, this time to her first morning in the brig.

Airachnid heard someone walking towards the door of her cell. It opened to reveal Megatron. He looked down at the naked Airachnid and smirked.

"Ah, my loyal second in command." He said, his tone dripping with Starscream levels of sarcasm.

"Lord Megatron, please understand." Airachnid began. "I did not wish to overthrow you. There was no reason to believe you were still alive." She tried to explain.

"Have you not been informed of my recent survival of an exploding space bridge, or the countless other times I have stared death in the face and laughed." Megatron said angrily before shouting " EVEN IN DEATH...!" Before calming, speaking equally calmly yet intimidatingly, with a growl in his voice "...There is no command but mine."

"I apologize Lord Megatron. I now realize my error and served my punishment." Airachnid said.

"I will tell you when you've served your punishment." Megatron said.

Airachnid watched as Soundwave entered her cell. Megatron spoke again."Soundwave, you have, once again, protected my command. As a reward, Airachnid shall now serve as a toy for you pleasure, as long as I see fit." He commanded.

"WHAT!? NO!" Airachnid shouted. "Please lord Megatron, I have already suffered the humiliation of forced interfacing once." She pleaded.

"And as I gather, it was the only time you've interfaced with a mech, which is the only reason why I shan't have my way with you as well. You are all for Soundwave." Megatron chuckled. "A reward he has long deserved. I hear you were surprisingly skilled with your mouth. I wish to see this first hand."

Soundwave removed his cover, revealing his large, but limp interface cord, before walking towards Airachnid. His tentacles extended, buzzing with electricity, ready to shock her the moment she resisted. Airachnid knew she could do nothing but there was no way she was going to just let them humiliate her again. She swung her spider legs/blades at Soundwave but he was too quick, his tentacles made contact fist, shocking her painfully.

Airachnid squirmed in the present at the mere memory of the pain. It was terrible but as Soundwave forced himself on her, she would've taken eight months of electrocution over interfacing. Back then at least. After the eight months, Airachnid had gotten used to the humiliation. She had learned to enjoy the pleasure of fragging a mech. Airachnid remembered what Soundwave's pole was like.

After several minutes of resisting and in turn, being electrocuted, Airachnid rested on her hands and knees. Smoke rose from her body, which had been burnt inside and out by Soundwave's electrocution. While not fatal, even to a Cybertronian, the injuries were serious.

Soundwave stepped closer to Airachnid. She looked up at his long interface pole. It was now sticking outwards, erect and waiting. In fact, it was now twitching, pulsing. A drop of pretransfluid sitting at the tip, waiting to drip off. Soundwave had been turned on by the electrocuting. Airachnid would have been disgusted if, in the past, she herself hadn't been turned on from torturing people. It was, afterall, her favorite pass time.

Airachnid gathered her strength and pulled herself up, sitting upright. She rested a moment. Before she even started, she knew there was nothing she could do. Enclosed in a cell, she was out of her element. Meanwhile, Soundwave had proven the previous night to be more than capable in this environment. The only reason she fought back was because she was too pridful to be someone's slave. But now, her will had been destroyed again.

Airachnid reached out with one hand and took hold of Soundwave's hard pole. She began stroking it, running her hand up and down it's length. It was harder than the previous night. Likely due to the more lengthy torture. She watched as the pretransfluid trickled to the ground. She was sure such a big trickle of pretransfluid was unusual but didn't have any experience to base it on. She brought her other hand up. She ran a pair of fingers, up and down the soft underside. Pretansfluid began forming at the tip again. She stopped stroking, grasping the rod tightly. She felt it pulsing in her grip.

Airachnid brought her mouth up to the tip. She flicked her tongue over it, licking up the transfluid. She started running her tongue over the large rubbery tip, again and again, licking up the pretransfluid as it seeped out. She moved her mouth over the tip, sucking on it. It was almost as soft as the underside. As she sucked on it, more and more pretransfluid tricked out.

After sucking on Soundwave for several moments, Airachnid had a mouthful of pretransfluid. Soundwave brought a hand down to her mouth, pushing his thumb and a finger in, prying her mouth open, to see the transfluid inside. Megatron peered over at it. He was impressed by how much pretransfluid Soundwave had.

Soundwave forced Airachnid to swallow the mouthful of transluid. Airachnid returned to stroking his length. She lifted it upwards, looking at the translfuid sack at the base. Airachnid now could guess why it was so ridiculously big. It had to provide transfluid to his pole, and his two tentacles. Pretransfluid began seeping form his rod. It began trickling down his length, onto his sack. She leaned forwards and began licking his sack, lapping up the transfluid.

Airachnid pulled Soundwave's pole down. It pressed against her as she pulled it until it faced downwards. She used her body to hold it down, while she took hold of her breasts, before pressing them against both sides of his length. Airachnid began moving her breasts up and down his length. Mainly just so she could pleasure herself, but it pleased Soundwave.

Airachnid moaned softly as she squeezed her breasts against Soundwave's hard pole, running them up and down his stalk. She fondled her erect nipples as she massaged him. As her tits moved up and down his length, Soundwave's pretransfluid trickled to the ground.

Airachnid continued to massage her tits up and down Soundwave's length for several minutes. As she continued to pleasure her breasts, Airachnid soon became wet. Airachnid wanted Soundwave to push into her badly but still held too much pride to beg to be fragged.

Placing her hands on Soundwave's waist, Airachnid tried to lower him to a position optimal for mounting. Soundwave, however, resisted. Soundwave bent his head, inquisitively.

"Can you please lie down?" Airachnid asked.

Soundwave just stared at her, refusing to do anything until he knew why.

"Lie down so I can sit on you." Airachnid explained.

Soundwave merely played back Megatron's words. "I hear you are surprisingly skilled with your mouth. I wish to see this first hand."

"Please. I need this." Airachnid lowered herself to plead.

Soundwave placed his hands on Airachnid and pushed her onto the ground, lying on her back. He knelt down behind her head, spreading his legs so his long pole rested against her face. He then sent out two tentacles hovering them over her waist. He paused for a moment.

"What are you waiting for?" Asked Airachnid.

Soundwave played back her voice. "Please."

"What?" Airachnid asked, confused.

Soundwave played the recording again. "Please."

"Please what?" Airachnid asked. "What do you want?"

"I think Soundwave wishes you to beg for it." Megatron suggested.

"What? NO!" Airaachnid said, stubbornly.

Soundwave moved his tentacles closer. One touched her exhaust, pressing against it, the other stroked up and down the entrance of her port. Airachnid moaned as Soundwave teased her. Soundwave could feel her port was soaking with transfluid.

"Fine." Airachnid said, giving in." Soundwave, please frag me."

Soundwave did nothing.

"Please, I need your tentacles in my port and exhaust." Airaschnid begged. "Take me."

Soundwave, satisfied, pushed his tentacles in. Airachnid cried out as they forced their way into her wet port, and tight exhaust. Soundwave began thrusting them in and out of her with speed. Airachnid moaned loudly as his long tentacles moved in and out of her, reaching far into her. She looked up at Soundwave as he fragged her. His screen blank. Airachnid hated not knowing what the person interfacing with her was thinking.

Airaachnid moaned loudly as Soundwave's tentacles wriggled around inside her. She cried out as the one in her port touched just the right spot. Soundwave continued to rub that spot as he thrust in and out of her. Airachnid cried out louder and louder. Soundwave was thrusting so fast into her. She felt her overload building up rapidly.

Airachnid screamed as she overloaded hard. Soundwave pulled out of her port in time to see her squirt transfluid into the air. Her voice cut off at the intense pleasure. At the same time, Soundwave's tentacle began shooting transfluid all over the entrance to her port. Airachnid screamed as the intensity died down. She felt the tentacle in her exhaust shooting off inside her, filling her with warm seed.

Almost as soon as their overloads faded, Soundwave pushed his tentacle back in, taking the seed dripping from it, and some that was on her entrance into her port with it, increasing the risk of impregnating her. Airachnid moaned as Soundwave began fragging her again, so soon after her overload.

Soundwave moved his main interface pole, which hadn't blown it's load, over Airachnid' mouth. Airachnid opened up her mouth wide and let Soundwave push in. She began sucking on him again, moving her tongue around his head. As she did, Soundwave began really drilling her port and exhaust hard. Airachnid moaned around his pole, sending vibrations up it. Soundwave began moving over her sweet spot again. Airachnid felt she was about to blow.

Airachnid's voice cut off again as she overloaded just as powerfully as before. Soundwave pulled out of her again, his tentacle twitching as it shot it's essence all over her entrance. Airachnid screamed in pleasure as she enjoyed the other one fill her exhaust with burst after burst of his hot transfluid.

Airachnid reached down with one arm and grabbed his tentacle, pulling it towards her port, letting it push into her vulnerable core, taking some potent seed with it. She no longer cared about the risk of pregnancy. She moaned as the tentacles began fragging both her holes again.

Airachnid brought her other hand up to Soundwave's massive sack, fondling it, wanting him to blow his main load. She bobbed her head along his length as much as she could. Soundwave began thrusting into her mouth. Airachnid gagged as he forced his way down her throat. He began massaging the spot in her port once more. Airachnid moaned around his pole as she felt her third overload approach.

Soundwave pulled his tentacle out just as Airachnid's voice cut off, and her body shook through her final overload. His tentacle releasing his see all over her once more. His drilling having left her port wide open, despite pulling out, he still shot seed into her. Soundwave enjoyed the vibrations once Airachnid began screaming again. The tentacle in her exhaust continued to release it's load third load, causing her to overflow.

Once both their overloads began to fade, Soundwave's pole began pulsing in Airahcnid's throat, and he began releasing his load, deep into her throat. Airachnid could tell from the heat and pressure that this was a powerful climax, yet Soundwave was as silent as ever. He pulled out of her throat, stroking himself hard as several bursts of seed squirted onto her face. He aimed himself at her large tits, pumping himself as burst after burst of seed shot from his pole and splashed against her breasts.

Soundwave's whole body went almost completely limp once he finished shooting his load. He sat back, onto his legs, as he struggled to keep himself upright, exhausted. Airachnid moaned in the blissful aftermath of her climax. She too was completely spent. After a moment, Airachnid moved herself until her head rested against Soundwave's lap. She placed a hand on the tentacle in her exhaust,

"Stay with me tonight, Soundwave. Hold your warm load inside my exhaust, and let's rest together." Airachnid suggested.

In his tired state, satisfied and enjoying the aftermath of a powerful overload, Soundwave considered the idea. However, his mind soon cleared. Soundwave stood up, pulling his tentacle out of Airachnid, letting his warm transfluid pour out of her. He reattached his armour and walked out of the cell, along with Megatron, leaving Airachnid cold, empty and alone, in her cell.

Coming out of her daydream, in the present, Airachnid realized she had become wet. Not needing to be anywhere, she turned around, and started returning to her quarters.

Airachnid entered her quarters, locking the door behind her. She removed her covers, and began fondling her aching nipples. She opened a large container of trinkets. Going through it, she found an old blaster she had taken form a victim long ago. Opening it up, she removed a fake interface rod that she kept well hidden. It looked small compared to Soundwave's.

Airachnid instinctively began stroking the rod. She frowned. It just wasn't the same as a warm, pulsing real rod. Airachnid placed it at the entrance of her port. Holding it steady, she activated the rod, and it began extending, moving itself into her.

Airachnid moaned as the rod, a pumper, started pumping into her. She didn't need a real mech to get the sensation of a self pumping rod. She held it against the sensor that Soundwave had unfortunately found. She had hoped he never would, so he would be unable to cause so much pleasure.

Airachnid cried out loudly. She wouldn't last long. It felt so good. But as much as she hated to admit it, she missed having a mech's waist pressing against her. She began massaging her breast, trying to increase her pleasure.

Airachnid's voice cut off as she overloaded. Her waist thrust upwards, off the ground, as she squirted all over the rod.

"FRAG!" She screamed once the stream of fluids died down.

Airachnid rested in the aftermath of her overload. She groaned, having grown accustomed to having her exhaust filled with hot transfluid at overload. She could no longer deny it. She missed fragging a mech.

Airachnid felt like Soundwave had won a giant victory over her. However, there was no way she was ever going back to him. She refused to give him the ego boost.

Airachnid need someone just right. Not a Vehicon, there was no way she would interface with low ranking grunts, but it couldn't be someone with a massive ego. Not Knockout, especially not Starscream. Dreadwing was too loyal to Megatron. Breakdown, however, was an officer, not insanly loyal, but without an ego.

Airachnid thought about it. "He seems unusually close to his partner, Knockout. It's possible he only likes mechs." She worried. "But if Soundwave could turn me, I'm sure I could turn Breakdown" She concluded.

"Then it's decided, I will make Breakdown mine!" Airachnid declared to nobody.


	3. Chapter 3

**Warnings: Sticky.**

**Chapter 3: Escape.**

Airachnid walked through a dark forest, escorted by Dreadwing, and Breakdown. She moved past Dreadwing, who was in the lead, when he stopped to look at a scanner. It was obvious to her something was up.

"Am I the only one who thinks this is overkill on Lord Megatrons part?" She inquired. "I mean, dispatching two of his most proficient warriors to track down one unconfirmed energon spike."

Dreadwing looked up from his scanner, staring at her suspiciously. Breakdown stepped forwards. "Megatron knows me and Dreadwing here will get the job done."

"Actually, I was referring to Dreadwing and myself" Airachnid teased.

"HRRR!" Breakdown growled, moving towards her.

"BREAKDOWN!" Dreadwing shouted. "Remain on task. This must be a unified effort," He said, managing to momentarily calm his subordinate.

"Indeed Breakdown. I know we've never seen eyes to eye." Airachnid said with a smirk. "But that doesn't mean we can't patch things up." She said, closing one eye.

Breakdown growled. "THAT'S IT!" He said, charging towards Airachnid.

"Breakdown, don't!" Dreadwing shouted.

Airachnid moved away, jumping into the air, she transformed to her spider/drill form, and sprayed Breakdown with web, covering his face, rendering him blind. He grasped the web, trying to pull it off, but it only pulled his hand into his face, making him smack himself. After another attempt, he tried to pull his hand away, only to pull himself onto the ground.

Dreadwing ran towards Airachnid, firing at her. She crawled around the trees, evading his shots. Megatron and his goons had been stupid enough to try executing her when she was in her element.

Airachnid hooked herself onto a sturdy branch with two claws, and swung under the tree, shooting web at Dreadwing, who rolled out of the way, before continuing to fire on her. He dodged a second shot of web, before a third finally pinned him against a tree.

Dreadwing's last shot, however, broke the tree Airachnid was in, sending her falling, smashing through branches, before colliding with the ground. She looked up, only to see one of her spider legs hit the ground in front of her, severed from her body.

As Dreadwing tried to break free, Breakdown ran towards the sound of the battle. He finally tore the web from his face. He began firing on Airachnid with his shoulder canon. Airachnid jumped away. He continued to shoot at her as she leaped from tree to tree, away from the battle.

Breakdown yelled as he ran after her. "Breakdown!" Dreadwing called. "Don't be a fool. Release me." Breakdown, however, ignored his instructions.

Breakdown ran across the rocks until he finally found a large puddle of energon, spilled from Airachnid. He heard Airachnid fleeing behind him. He ran after her, following a trail of energon, until he came across her lying on the ground, groaning.

Breakdown chuckled, transforming his hand into his hammer as he walked towards the injured Airachnid, who backed away, against wall of rocks.

"Easy prey." Breakdown said with a grin.

Breakdown raised his arm, readying to strike Airachnid down. He flung his hammer forwards, only for it get stuck on a line of web, above him. He struggled to tear his arm free from the web, grunting as he pulled against the web.

Breakdown watched as Airachnid slowly moved closer to him. He struggled to pull his hammer away from her web but could not. Airachnid dangled the blade at the end of one of her spider legs in front of her, teasing him. She swung it at him. Breakdown shut off his eyes.

After a second, Breakdown realized he felt no change. Except for cold on his interface. He looked down to see his cover had been torn off by Airachnid's blade, exposing it to the air.

"What the..." Breakdown said in confusion.

"Tell me Breakdown, your not taken by that car friend of yours, are you?" Airachnid said seductively, as she ran her hands up his pointy chest.

"What? Er, yes." Breakdown said, having trouble processing the idea that Airachnid was coming onto him.

"Oh are you now?" Airachnid said, transforming to robot mode, and climbing the large mech, wrapping her legs around his waist. "Then I had better do something about that then." She said before kissing him deeply.

Breakdown's eye brightened in surprise. His interface twitched, and he shut his eye off, enjoying the kiss. After a moment, Airachnid pulled away.

"Erm, when I said I was taken, it's very casual. We're friends who frag, but for the moment, that's it." He said, his eyes dimmed with lust.

"Is that so?" Airachnid said with a grin. "And you're OK with fems?" She asked.

"Oh yes." Breakdown replied.

"Good." Airachnid said before letting go of him, falling to the ground.

Airachnid removed her chest cover, revealing her very large breasts. She waited for breakdown to take in the sight. She smirked as his interface hardened at the sight.

Airachnid stepped closer. Reaching out, she grasped his pole. Breakdown gasped as she began stoking him. "Hm, not much, only about the size of my pumper. I guess if you don't adjust for my smaller body, you should do." She said.

Breakdown frowned at her remark, then gasped as she took him into her mouth. He let his head fall back as she started bobbing along his length, all his anger forgotten as she sucked him off.

Airachnid took hold of her breasts and sandwiched his pole between them. She started massaging them along his length as she continued to suck on him. Breakdown lowered his head to watch her.

Airachnid took him out of her mouth. "You are a lot thicker than my pumper." She admitted.

As Airachnid returned to sucking on him. Breakdown smirked at her remark. He surprised Airachnid by thrusting into her mouth. She held her breasts tightly in place as his pole slid between them. Airachnid used this to concentrate her own effort on massaging her breasts, pleasuring herself.

Airachnid heard Breakdown begin grunting as he approached overload. He thrust harder, as his rod began pulsing. He threw his head back and groaned as he overloaded, his pole bursting with transfluid, shooting into Airachnid's mouth. She had little trouble swallowing all of it.

Breakdown's whole body went limp. He hung from her web as he recovered from his overload. Airachnid licked up the transfluid around her mouth. It took her a long time, but she had finally started to enjoy the taste of a mech's seed.

"Sorry Knockout." Breakdown whispered.

Airachnid walked over to the drooping Breakdown's head. She pulled him in for another kiss. He cringed as his arm strained. Airachnid pulled away. Removing her lower cover, she knelt down in front of Breakdown, showing off her puffy ass.

"Come and get me." She said playfully.

Breakdown pulled against web, hard, grunting and groaning as he tried to escape it.

"I can't he said."

"Aw, that's too bad. looks like I picked the wrong mech." Airachnid said. "I guess I should have expected it. You did let humans take your eye." She teased.

Breakdown snarled. He pulled on the web with all his might, groaning in pain as he pulled on his arm with all his weight. Slowly the web began stretching. He reached towards Airachnid, eyes fixed on her dripping port between her round ass cheeks.

Breakdown slowly knelt down, as the web stretched. He took hold of Airachnid's waist with his free hand and pulled her towards him. Already hard again, he pushed his pole into her soaking port.

"YES, that's nice." He groaned.

Breakdown began thrusting into Airachnid, hard. Airachnid cried out as he rammed her, his pole pumping in and out of her. His waist slamming against her ass. His hand grasping her waist. Breakdown enjoyed thrusting into a warm, moist port. It had been ages since he'd taken a proper port. It felt so good.

"Come on harder." Airachnid demanded. "I may as well be using my pumper."

Breakdown eagerly accepted the challenge. He moved his hand to her shoulder and began forcing her onto his length as hard as he could, as he began ramming her harder.

Airachnid moaned loudly as Breakdown moved her on his length. She could feel her overload beginning to build up inside her. She began thrusting her hips against his waist, helping him bounce her on his pole.

Breakdown grunted as Airachnid thrust against him. He wasn't going to last much longer. He began pounding her with all his might. He felt Airachnid's muscle cables clenching him hard. As Airachnid's port squeezed Breakdown tightly, she felt his pole beginning to pulse again.

"Pull out!" She cried out.

"No way... I worked... For this port... I'm gonna... enjoy it." Breakdown stated.

Airachnid, too caught up in pleasure, had no idea what to do. She didn't want to stop, she was too close to climax. She moaned as breakdown pounded his rod into her hard. She couldn't bring herself to stop bucking against him as he bounced her on his pulsing rod, as he grunted madly.

Breakdown let out a massive cry as he overloaded, sending birds flying from the trees in fear. He didn't stop thrusting as his rod exploded with rapid bursts of potent seed deep into Airachnid's core. Airachnid screamed as Breakdown's hot essence filling her caused her to overload. She bucked against him harder as her hot fluids covered his pole as it continued to fill her with his seed. As he overloaded, Breakdown broke free from Airachnid's web. He took hold of her with both hands as he thrust into her, emptying his transfluid sack into her.

Airachnid collapsed to the ground as their highs ended. Breakdown collapsed with her, trying not to fall onto her. They both lay there, exhausted. Breakdown groaned, his pole still inside Airachnid, letting the last of his essence seep into her.

Airachnid moaned, feeling Breakdown's warm seed within her. She knew keeping it in her port only increased the chances of pregnancy, but she had wanted so badly for Soundwave to hold his seed in her exhuast, she was just happy Breakdown was doing so at all, regardless of which hole it was in. Breakdown wrapped his arm around Airachnid. She moaned as he placed his hand on her breast, beginning to massage it.

"MMMh. That's nice." Airachnid said softly. "Your seed is so warm." She added. Breakdown grinned. "But release it in my port again and I'll rip your rod from you and use it without the rest of your body." She warned.

"Understood." Breakdown said. "You know, you have very nice tits." He said as he continued to massage them. "Your whole body is nice. But these big tits in particular."

Airachnid knew she had to go before Dreadwing found them, but she wanted to sit for a while. Enjoy his hands on her breasts and seed in her port.

Suddenly, a demonic wail filled the air. The two looked behind them, only for something to charge into them, sending them tumbling to either side of their attacker.

Airachnid tried to get up, but the beast picked her up by her spider legs and pulled her through the air. She collided with Breakdown hard, knocking her out. Breakdown managed to catch her on the second pass, pulling her out of the beast's grip, and placing her to one side.

"An Insecticon!" He exclaimed.

Breakdown transformed his hand into his hammer and readied to strike the beast as it charged towards him. As he thrust it down, the beast simply caught the hammer in it's hand. Breakdown tried to kicked the Insecticon but it simply caught his leg in it's other hand. Lifting Breakdown up, the Insecticon tossed Breakdown into a tree, knocking him out.

Airachnid came round, trying to get up again. She looked over at the battle, only to see the Insecticon tearing into Breakdown, ripping him apart. She watched as his disembodied head rolled towards her feet.

Airachnid hissed at the Insecticon, furious. The Insecticon turned to her. Airachnid readied a battle stance. The Insecticon thew Breakdown's arm at her. She shot web at it, pining it against a rock. Before she could return her concentration to the Insecitcon, it charged into her, knocking her down. Still recovering form it's earlier attack, she stayed down this time.

The Insecticon stood over her. "You're mine." It announced.


End file.
